NATIXIS_REGISTRATION_DOCUMENT_2017

7 LEGAL INFORMATION

Draft resolutions of the Combined General Shareholders’ Meeting of May 23, 2018

€1,140,074 will be deferred over three years, 50% of j whichwill be indexedto the Natixisshare price, and will be paid in thirds in 2019 (100% in cash), 2020 (50% in cash and 50% indexed to the Natixis share price or in shares) and 2021 (100% indexed to the Natixis share price or in shares), provided that the presence and performance conditionsare met. With respect to strategic criteria, the Board noted progress made with the digital transformation(acquisitionof fintechs Dalenys,PayPlugand S-Money,alongwith the development, in collaboration with Groupe BPCE, of a number of digital projects such as the digitalization of the client experience). As for the developmentof Natixis' collaborationwith Groupe BPCE networks, synergies over the 2014-2017 period amounted to €446 million, exceeding the initial target. Furthermore, in 2017 Natixis' collaboration with Groupe BPCE networks was strengthened by Natixis' Assurances acquisition of 40% of BPCE Assurances from Macif (25%) and Maif (15%). Once this transaction was completed, Natixis Assurances became the sole shareholder of BPCE Assurancesservingnetworkcustomers. In addition, the Board took under considerationsteps made in 2017 to transformNatixis, includingthe launch of the new strategic plan, which envisions a new reworking of the organization'sbusinessmodeland operatingmethods. It should be noted that payments in respect of annual variable compensationfor 2017 will only be made after the vote at the GeneralShareholders’Meetingon May 23,2018. In keepingwith the principleof the Chief ExecutiveOfficer's c) eligibility to receive free performanceshares, at its meeting on May 23, 2017, the Board of Directors of Natixis allocated 29,911 free performance shares, i.e. 0.00095% of share capitalat the allocationdate, to the Chief ExecutiveOfficerof Natixis under the 2017 Plan for the Natixis Senior ManagementCommittee.The performanceshares allocated should vest after four years, as long as the continuedservice requirementand performancecriteria are met. This allocation correspondsto 20%of his gross annualfixed compensation. This aligns the Chief Executive Officer of Natixis, and the other members of its Senior ManagementCommittee,with the relative performance of Natixis shares and the consistency of this performance. The performance conditions applicable to shares allocated in 2017 differ from the previous plan: the relative performanceof Natixis shares is assessed against the average Total Shareholder Return (TSR) of the Euro Stoxx Banks index, and no longer against the median TSR of the institutionsmaking up the index. The purpose of this change is to limit the impact of market volatility on the classification of smaller capitalizations.The annual performanceof Natixis shares versus the Euro Stoxx Banks index will be comparedevery year over the four years covered by the plan, i.e. fiscal years 2017, 2018, 2019 and 2020, for each of the annual tranches, each representing 25% of the shares awarded. Based on the relative performanceof Natixis’ TSR against the average TSR of the Euro Stoxx Banks index, a ratio will be applied for each annualtranche,as follows: performance below 90%: no vesting of shares allocated j out of the annualtranche;

performance equal to 90%: 80% of the shares of the j annualtrancheshall vest; performance equal to 100%: 100% of the shares of the j annualtrancheshall vest; performancegreater than or equal to 120%: 110% of the j sharesof the annualtrancheshall vest. The ratio varies in a linearmannerbetweeneach performance category. Thirty percent of the shares issued to the executive corporate officer at the end of the vesting period will be subject to a lock-in period ending upon the terminationof his office as Chief ExecutiveOfficerof Natixis. Fringebenefits d) Laurent Mignon receives a family supplement (€2,379 in 2017), in accordancewith the same rules as those appliedto Natixis employees in France. As a reminder, at its February 10,2016, meeting, the Board of Directors approved a change to the personal protection insuranceand supplementalhealth insuranceof CEO Laurent Mignon, with the intention of bringing his situation in line with that of the other members of BPCE's Management Board. Of particular note is the implementationof a scheme to maintain compensationfor a period of 12 months in the event of temporary incapacity to work, a scheme benefiting the other members of the BPCE Management Board. In 2017, €17,157was declaredin benefitsin kind. Post-employmentbenefits: e) Pension Plan Like all staff, Laurent Mignon is covered by the mandatory pension plans. He is not covered by the kind of supplementary pension plans described in article 39 (defined benefit plan) or article 83 (voluntary defined contribution plan) of the French General Tax Code. In accordancewith the undertakingsgiven by Laurent Mignon during the past fiscal year, in 2017 the Chief ExecutiveOfficer paid €140,800 net (correspondingto €160,000 gross of his annual compensation) into an "article 82" type life insurance policy (in reference to the French General Tax Code), put in place by Groupe BPCE. The premiums on this policy will be paid by LaurentMignonand not by Natixis. It is reiteratedthat, at its February 19,2014, meeting, the Board of Directors approved a change to its agreement relating to a severance payment and the establishment of a non-compete agreement. These obligations and agreements were submitted to a vote by the shareholdersand approved during the Ordinary General Shareholders’Meetingof May 20, 2014 (resolution five). At its meeting on February 18, 2015, the Board of Directors authorized the renewal of severance pay as well as the non-compete agreement upon the Chief Executive Officer’s reappointment. The method for calculating severance pay is set out in section 2.4of the 2017 registrationdocument. CEO’s group pension plan and severance payments Severance payments and consideration for non-compete agreement

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Natixis Registration Document 2017